Overstock Results Presentation Deck

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Overstock

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Consumer

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July 2023

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#1H BED BATH & overstock BEYOND Q2 2023 Earnings Call#2Forward-Looking Statements The information presented herein may contain forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include all statements other than statements of historical fact, including forecasts of trends, market conditions, and other factors that will impact our results of operations. You should not place undue reliance on any forward-looking statements, which speak only as of the date they were made. We undertake no obligation to update any forward-looking statements as a result of any new information, future developments, or otherwise. Forward-looking statements are inherently difficult to predict. Accordingly, actual results could differ materially for a variety of reasons, including but not limited to, macroeconomic changes, including higher inflation, higher interest rates, and difficulties we may have with our fulfillment partners, supply chain, access to products, shipping costs, competition, attraction/retention of employees, search engine optimization results, and/or payment processors. Other risks and uncertainties include, among others, negative economic consequences due to global conflict, problems with our infrastructure, including cyber-attacks or data breaches affecting us, adverse tax, regulatory or legal developments, any further restrictions on the use of "cookies" or other tracking technologies, any negative business impacts associated with our evolving business practices including use of our newly acquired Bed Bath & Beyond brand and other intellectual property related to the brand, our exit from non-home categories, and whether our partnership with Pelion Venture Partners will be able to achieve its objectives. More information about factors that could potentially affect our financial results are included in our Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 24, 2023, our Form 10-Q for the quarter ended March 31, 2023, which was filed with the SEC on May 2, 2023, and in our subsequent filings with the SEC. The Form 10-K and our subsequent filings with the SEC identify important factors that could cause our actual results to differ materially from those contained in or contemplated by our projections, estimates, and other forward-looking statements. BED BATH& BEYOND Ooverstock 2#3Agenda BED BATH& Ooverstock BEYOND 1. CEO Remarks 2. Q2 2023 Financial Results 3. Bed Bath & Beyond Brand Integration. Summary and Q&A 3#4BED BATH& Oloverstock BEYOND CEO Remarks d#5Corporate Update ▪ Medici Ventures Day Recap Overstock Connect Acquired Bed Bath & Beyond Brand IP ■ ■ BED BATH& Ooverstock BEYOND welcome to a bigger, better beyond SUPPODOS 000 5#6BED BATH& BEYOND overstock Q2 2023 Financial Results Po Ondod M 24 6#7Q2 2023 Financial Results Revenue $422.2 Million -20% vs. Q2'22 Adjusted EBITDA Margin¹ 2.0% -198 bps vs. Q2'22 BED BATH& Ooverstock BEYOND Gross Margin 22.4% -58 bps vs. Q2'22 Diluted EPS -$1.63 Adjusted Diluted EPS² -$0.02 -$0.21 vs. Q2'22 G&A and Tech % of Revenue 11.7% +192 bps vs. Q2'22 Expenses -4% / -$2M vs. Q2'22 Ending Cash $342.9 Million -8% / -$31.8M vs. Q1'23 Note: All figures represent results from continuing operations. 1 Adjusted EBITDA Margin is a non-GAAP financial measure. See reconciliation in appendix. 2 Includes adjustment related to estimated tax impact from equity method activity. See reconciliation in appendix. 7#8Revenue Revenue ($M) $800 $700 $600 $500 $400 $300 $200 $100 $0 $367 Q2 '19 BED BATH& BEYOND $767 Q2 '20 Ooverstock $795 Q2 '21 $528 Q2 '22 $460 Q3 '22 -20% $405 Q4 '22 Note: All figures represent results from continuing operations. $381 Q1 '23 $422 Q2 '23 Q2'23 Dynamics ▪ Revenue of $422.2M - -20%/-$106M vs. Q2'22 -19% home-only vs. Q2'22 ■ Revenue influenced by: - - Macro / consumer sentiment Lower AOV Non-home category exit 8#9Gross Margin Gross Margin ($M) $225 $200 $175 $150 $125 $100 $75 $50 $25 $0 19.7% $72 Q2 '19 BED BATH& BEYOND 23.2% $178 Q2 '20 22.0% $175 Q2 '21 Ooverstock 22.9% $121 Q2 '22 23.3% $107 Q3 '22 22.1% $90 Q4 '22 Note: All figures represent results from continuing operations. 23.5% $90 Q1 '23 Gross Margin (%) 25% 22.4% $94 Q2 '23 20% 15% 10% 5% 0% Q2'23 Dynamics ▪ Gross margin of 22.4% -58 bps vs. Q2'22 ▪ Gross margin influenced by: Higher discounting Partially offset by merchandising actions and operational efficiencies 9#10G&A and Tech Expense G&A and Tech Expense ($M) $80 $70 $60 $50 $40 $30 $20 $10 $0 14.1% $52 Q2 '19 BED BATH& BEYOND $571 $50 7.5% 1 6.5% Q2 '20 $53 6.7% Q2 '21 Ooverstock $52 9.8% Q2 '22 10.5% $48 Q3 '22 11.5% $47 Q4 '22 13.4% $51 Q1 '23 G&A and Tech Exp. as % of Revenue 11.7% $49 Q2 '23 16% 14% 12% 10% 8% 6% 4% 2% 0% Q2'23 Dynamics ▪ G&A and Tech Expense of $49M ■ -4% vs. Q2'22 G&A and Tech Expense % of revenue of 11.7% - 192 bps de-leverage vs. Q2'22 Note: All figures represent results from continuing operations. 1 In Q2'20 we recorded $7.3M in special items that benefited G&A expense. Reported G&A and tech expense in Q2'20 was $49.9M or 6.5% of revenue. 10#11Adjusted EBITDA Adjusted EBITDA ($M) $60 $50 $40 $30 $20 $10 $0 ($10) (0.7%) ($2) Q2 '19 BED BATH& BEYOND 6.4% $49 Q2 '20 5.6% $44 Q2 '21 overstock 3.9% $21 Q2 '22 3.2% $15 Q3 '22 1.6% $7 Q4 '22 Note: All figures represent results from continuing operations. Adjusted EBITDA Margin (%) 0.9% $3 Q1 '23 2.0% $8 Q2 '23 6% 4% 2% 0% (2%) Q2'23 Dynamics ■ ■ Adj. EBITDA of $8M -$13M vs. Q2'22 Adj. EBITDA margin of 2.0% -198 bps vs. Q2'22 11#12Active Customers and Order Frequency Order per Active Customer (LTM) 2.0 Active Customers (LTM) (M) 12 10 ∞ 6 2 0 1.76 5.8 Q2 '19 BED BATH & BEYOND 1.62 7.0 Q2 '20 1.69 overstock 9.2 Q2 '21 1.65 6.5 Q2 '22 1.62 5.8 Q3 '22 1.60 5.2 Q4 '22 1.57 4.8 Q1 '23 1.56 Home only 4.6 Q2 '23 1.5 1.0 0.5 0.0 Q2'23 Dynamics ▪ Active customers of 4.6M -29% -1.9M vs. Q2'22 -23% Home-only vs. Q2'22 Macro / consumer sentiment Non-home category exit ▪ Order frequency of 1.56 -5% vs. Q2'22 Note: Orders per active customer represents the number of orders delivered over a twelve-month period divided by the number of active customers for that same period. 12#13Orders and Average Order Value Orders Delivered (LTM) (M) 25 20 15 10 5 $166 10.2 Q2 '19 BED BATH& BEYOND $160 11.3 Q2 '20 $213 15.5 Q2 '21 Ooverstock $247 10.7 Q2 '22 $243 9.4 Q3 '22 $215 8.2 Q4 '22 $220 7.5 Average Order Value ($) $250 Q1 '23 $234 7.2 Q2 '23 $200 $150 $100 $50 $0 Q2'23 Dynamics ▪ Orders delivered (LTM) of 7.2M ■ Note: LTM orders delivered represents the total number of orders delivered during the prior twelve-month period. Note: Average order value represents net revenue divided by orders delivered, measured on a quarterly basis. -33% / -3.5M vs. Q2'22 Average order value of $234 -5% vs. Q2'22 - 13#14Q2 2023 Balance Sheet Highlights BED BATH& BEYOND Cash $343 Million -8%/-$32M vs. Q1'23 Ooverstock Long-term Debt $34 Million +0% / $0.0M vs. Q1'23 No significant debt maturity until March 2030 YTD 2023 Strategic Use of Cash $21.5 Million Q2 2023 Acquisition of Bed Bath & Beyond Brand and Other Intellectual Property 1 Cash less long-term debt. $10 Million Q1 2023 Grain Chain funding round Net Cash Position $309 Million -9% / -$32M vs. Q1'23 14#15BED BATH& Oloverstock BEYOND Bed Bath & Beyond Brand Integration 0 15#16Bed Bath & Beyond Brand Integration Timeline - On Track Phase 1 July I I I Launch in Canada Prepare for launch in the US On-board key partners and new assortment Rebrand Club O loyalty program as Welcome Rewards BED BATH& Ooverstock BEYOND Phase 2 Aug & Sep ■ Launch in the US ■ ■ Market new brand identity Continue to on-board key partners and new assortment Execute Labor Day weekend Phase 3 Q4 2023 & Beyond Continue to build-out key assortment ■ Transition to one-brand ▪ ■ Evaluate opportunities for future growth 16#17Canada - Early Performance Encouraging ■ Early performance metrics¹ Increased visits led by direct traffic Higher email click-through rate Higher rate of new customer acquisition. Top growth categories - bedding, bath, kitchen Lower average order values Awareness gap of Bed Bath & Beyond brand vs. Overstock - larger in Canada than in the U.S. - - - - The brand you love is back! Shop Now BED BATH& Ooverstock 1 Average weekly metrics since 6/29/23 through 7/26/23 bedbath and beyond.ca launch compared to average weekly metrics prior to launch BEYOND 17#18US Launch - On Track ■ Merchandising/ Supply Chain 80% overlap across brands that drove majority of BB&B revenue Added 600k SKUs with drop-ship fulfillment Partner conversion success rate increased by 60% Partner contracting timeframe reduced by 50% BED BATH& Ooverstock BEYOND Marketing Bed Bath & Beyond and Overstock co-branding Customer acquisition efforts Loyal BB&B customers. (Welcome Rewards/ Welcome Rewards+) Mobile-app downloads Vast broadcast email database Customer Experience/ Technology Replicating smooth Canada launch Ensuring website will handle increased traffic. Improving website/app search and navigation 18#19Growth Flywheel Improve product findability Optimize marketing channels Improve customer BED BATH& BEYOND retention Ooverstock Increase brand association with "home" Q CC Increase mobile app adoption 凸 III- Increase home assortment Grow Canada Improve category management Opportunity to Gain Market Share Furniture & Home Furnishings Total Addressable Market >$440 Billion¹ 1 Insider Intelligence/eMarketer June 2023 estimate of 19 total 2023 U.S. Furniture & Home Furnishings market size#20BED BATH& Oloverstock BEYOND Summary and Q&A HE 20#21Questions? BED BATH& Ooverstock BEYOND To ask questions: ▪ Access registration link on IR website ■ Send an email to [email protected] 21#22Thank you. BED BATH & BEYOND overstock 22#23BED BATH& Ooverstock BEYOND Appendix 23#24Adjusted EBITDA Reconciliation Net income (loss) Depreciation and amortization Stock-based compensation Interest (income) expense, net Other (income) expense, net Provision (benefit) for income taxes Special items (see table below) Adjusted EBITDA Special items: Brand integration and related costs Restructuring costs Special legal charges and other Total Special items BED BATH& Ooverstock BEYOND $ $ Jun-2021 82,405 $ 4,803 2,802 130 (298) (45,726) 243 44,359 $ 243 243 $ Sep-2021 30,426 $ 4,383 2,542 139 79 (1,795) 305 36,079 $ 253 52 305 $ Dec-2021 32,942 $ 4,232 3,484 132 (12,507) (1,447) 511 27,347 $ 502 9 511 $ Mar-2022 Three months ended 10,123 $ 4,307 4,639 125 114 2,092 53 21,453 $ 53 53 $ Jun-2022 7,147 $ 4,043 4,695 (115) 1,981 2,529 475 20,755 $ 475 475 $ Sep-2022 (36,995) $ 4,130 4,056 (976) 46,283 (2,653) 923 14,768 $ $ 878 45 923 $ Dec-2022 (15,511) $ 4,226 4,928 (1,999) 15,447 (584) 6,507 $ $ Mar-2023 (10,307) $ 5,985 5,795 (2,559) 7,389 (2,887) 3,416 $ - $ Jun-2023 (73,493) 4,516 6,270 (3,059) 80,673 (8,370) 1,697 8,234 Note: All figures represent results from continuing operations, in thousands. Adjusted EBITDA is a non-GAAP financial measure used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Review our financial statements and publicly-filed reports in their entirety and do not rely on any single financial measure. 1,086 611 1,697 24#25Adjusted Diluted EPS Reconciliation in thousands, except per share data Numerator: Net loss attributable to common stockholders Denominator: Weighted average shares of common stock outstanding-diluted Net loss per share of common stock: Diluted BED BATH& BEYOND Ooverstock $ Diluted EPS (73,493) 45,200 (1.63) Three months ended June 30, 2023 Less: equity method income/(loss)¹ $ (72,703) 45,200 (1.61) Note: All figures represent results from continuing operations, in thousands, except per share data. 1 Inclusive of estimated tax impact. Adjusted Dilute EPS (790) 45,200 (0.02) 25

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